Spider X
by gunman
Summary: Spider Man joins the X-Men and helps them take on Magneto and his Brotherhood, but must also deal with his own enemies that come looking for him. Lemon in later chapters.
1. Versus The Brotherhood

_**SPIDER X  
**_by Gunman

Disclaimer: I do not own Spider Man, X-Men or anything from Marvel.

Summary: Spider Man joins the X-Men and helps them take on Magneto and his Brotherhood, but must also deal with his own enemies that come looking for him.

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Chapter 1  
**Versus The Brotherhood**

"Give it up Magneto!" Cyclops shouted as the X-Men exploded into the Savage Land base.

The master of magnetism regarded the X-Men coolly, even as his enemies spread out around him.

They were dressed in the same dark blue uniforms, yellow belts and four yellow sectional diamonds in the shape of one larger diamond on their chests. Though there were some variations.

Cyclops's uniform had yellow shoulder insignias, his shirt had no sleeves past his elbows and he wore black fingerless gloves. His boots were sleeker, but the same color. His visor was glowing red, ready to release his powerful optical energies upon his foes.

Storm was decked out in a form-fitting full-bodysuit, she had a cape and a yellow baldric across her chest. The four diamonds were attached to it on her chest and the baldric itself was streamed from her shoulders to her right hip.

Beast's costume was like Cyclops, except he wore no boots and he was covered in thick, blue fur.

Phoenix's uniform exposed her midriff and covered a little more of her neck, her thighs were slightly exposed, and her boots were a different style, lighter in color and came up to her knees.

Rogue's costume covered her entire body, save for her head, her yellow belt hanging loosely on her waist, the four yellow diamonds in the middle of her chest. She wore dark blue sunglasses.

Nightcrawler's costume was the same as Cyclops, except he had a small hole for his tail to pop out, his boots were missing the toes and heel (they were exposed mostly because he wore no boots), and his gloves were made for three fingers, not five, and were themselves fingerless. He carried a sword on his back.

Colossus's costume was the same as Cyclops, except larger in size with yellow linings on the boots and the gloves he wore, and he had no sleeves.

Wolverine was dressed the same as Cyclops, except he had on a matching black leather jacket.

Shadowcat's costume was like Cyclops, but had yellow linings on her boots, and there was a yellow band around her left thigh. Her gloves were also fingerless and she wore a matching color mask.

And then there was Spider Man. His costume covered his entire body, but was a little bit more sleek than Cyclops to allow for greater movement, and he wore a dark blue mask with yellow eye patches. There was a spider-design on his chest and a red X on his belt. He looked like one of the X-Men.

However, Magneto's brotherhood was curious about this.

"Spider Man? Why is he here? And why is he dressed like an X-Man?" White Queen asked.

"Curt Connors was a friend of mine. Your lackey Sabertooth killed him when he stole the Neogenic Recombinator from his laboratory. I'm here to bring him to justice!" The wall-crawler stated.

"And does that also explain your wardrobe change?" Mystique asked.

"My costume didn't survive my little tussle with Sabe's when he attacked. The X-Men were nice enough to provide me with one of theirs. Even let me modify it." he answered.

"ENOUGH TALK! LET'S SEE SOME BLOOD!" Sabertooth shouted as he leaped at the X-Men.

Wolverine's claws popped out, ready to take on Sabertooth, but Spider Man beat him to it. The wall-crawler leaped through the air and tackled the feral fiend into a table full of electronics.

Much to his (Sabertooth's) surprise.

Cyclops fired his optical blasts at Magneto, which was stopped by his magnetic field.

Phoenix grappled mentally with The White Queen.

Beast evaded Blob's thundering fists and leaped around him landing several of his own.

Storm hurled her lightning bolts at the superfast Quicksilver who dodged every one.

Nightcrawler grabbed Toad and multi-teleported around the room, totally exhausting him.

Colossus and Juggernaut were locked in a deadly game of 'Mercy'.

Shadowcat phased through all of Pyro's fiery effigy's, racing up to punch him in the jaw.

And Rogue was using her strength and flight to take on her shapeshifting mother, Mystique.

Left without a dance partner Wolverine decided to lit his cigar.

"This is for being a thief!" Spider Man shouted as he punched Sabertooth hard in the face, twice. "This is turning my costume into rags!" he slammed kicked him in the gut, twice. "And This Is For CONNORS!" The fury-filled punch that connected with Sabertooth's head was like a small shockwave that echoed through the halls, sending the feral mutant flying through the air and slamming into a concrete wall.

"Ouch." Wolverine winched.

"Come On! Get Back Up You Bag Of Hair, You!" Spider Man shouted as leapt over at Sabertooth and kicked him in the sides.

"Don't worry, kid. He will." Wolverine said, taking out a cigar and lighting it. "Give him a minute."

"What's your plan for the Neogenic Recombinator, Magneto?" Cyclops asked as he fired at the master of magnetism.

"Simple. I plan to use it to turn the world of humans, into mutants!" Magneto laughed as he shrugged off the attack.

"You're insane! That's impossible! Isn't it?" he asked.

"Actually, it's possible." Spider Man said as he and Wolverine flanked Cyclops.

"What do you mean?" the optic-firing mutant asked.

"The Neogenic Recombinator is basically an artificial genetic enhancer. It can be used to trigger genetic mutation, barring in mind that the Recombinator itself has some form of DNA or cellular structure as a basic blueprint." Spider Man explained.

"How do you know so much about this thing?" Wolverine asked.

"It's what gave me _my_ powers." he lamented.

"WHAT?" everyone gasped.

"And with my own genetic structure as a blueprint, the human race will become full-bodied mutants. They will fulfill their genetic potential, a destiny I will have given them!" Magneto stated.

"Your plans insane, Magneto!" Cyclops shouted. "Turning everyone on the planet into mutants will only cause more chaos."

"Nonsense! We will all be equals!" the master of magnetism shouted.

"Humans and mutants are the same, especially in their definitions of right and wrong. You and the X-Men are perfect examples of that!" Spider Man shouted. "If you unleash the Recombinator on the world, turn everyone into mutants, the battles and wars that will undoubtably break out will destroy this entire planet and everyone on it."

But Magneto refused to listen.

The X-Men were slowly winning over the Brotherhood, and Magneto knew it. "This battle is not over, X-Men!" the master of magnetism shouted as he reached out with his powers and activated the Trans-Mat System he had installed in his citadel. The main 'gun' of the device was built into the ceiling so it would be able to lock onto anything on the ground.

It began moving towards the X-Men, only to have Wolverine jump at it.

"Guess again, Mags!" Logan shouted as he slashed at the Trans-Mat device. He would have slashed it in half, only it moved just as he attacked. He only managed to slash a couple of wires and part of the hydraulics.

The Trans-Mat System began moving around wildly, firing at random. Both the X-Men and the Brotherhood leaped around the room, trying to avoid being sent anywhere through space. However, the first thing the Trans-Mat System hit, on low power, was the Neogenic Recombinator. Instead of vanishing, the lights on the Recombinator suddenly changed from dark blue to green. No one noticed as the trio of heroes leaped at Magneto.

With a wave of his hand, the master of magnetism sent the trio of heroes flying away from him. He then used his magnetic powers to pull steel girders, lead pipes and iron bolts from around his throne room and hurled them at The X-Men and Spider Man, pulling each of them into the middle of the room. They were surrounded by a large metal fence with protruding spikes to keep them in.

Before Shadowcat had a chance to phase through it, Nightcrawler could teleport out of it, Wolverine slash through it, before Cyclops could blast it open or Colossus tear it open, the Trans-Mat System focused on the caged X-Men.

"I'll send Charles your regrets!" Magneto said as he willed the Trans-Mat System at the heroes, and fired it.

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Authors Notes:

This is a short first chapter for a reason.

I NEED IDEAS!

I have a few ideas, but feedback is most appreciated.

This story was part of a much larger story I was trying to write, but it didn't pan out like I wanted. That said, I decided to rewrite this story into something more appropriate and simple. Also, I was planning to have Spider Man end up with one of the X-Women, but I didn't know which one. If anyone has any pairing ideas, please let me know. (Majority vote wins)

The Neogenic Recombinator is from the 1990's Spider Man cartoon series. The Trans-Mat System is from the X-Men video game 'X-Men Next Dimension'.

And I am planning on writing up a lemon as well, so everyone knows, and would like to know who you want to have Spider Man (and maybe the other X-Men) paired up with. At this point, I'm open to anyone.

Anyway, I hope everyone enjoys this story and will leave me lots of reviews.


	2. How Relationships Start

_**SPIDER X  
**_by Gunman

Disclaimer: I do not own Spider Man or X-Men.

Summary: After getting teleported across the planet, Spider Man and the X-Men find out that they have undergone strange transformations, both physically and emotionally.

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Chapter 2  
**How Relationships Start**

Spider Man groaned as he opened his eyes and looked up, seeing nothing but blue sky with white clouds. This was comforting, but confusing if nothing else. Weren't he and the X-Men just inside Magneto's fortress in the Savage Land just a second ago?

He then noticed the soft weight on his chest. He looked down and his eyes widened when he noticed a silky waterfall of white hair resting on his chest.

_Storm_! He mentally gasped, inadvertently shifting his body and causing his companion to stir.

The African woman groaned softly as she stirred, looking up and saw that she was nestled up against Spider Man.

Her eyes widened as she saw him. Even as a small smile pursed her lips.

"Hello." Spider Man said.

"Hello." Storm replied. "What happened?" she asked.

"I'm not sure. The last thing I remember was... Magneto had us caged in... the Trans-Mat System fired... and..." Spider Man started to say, rationalizing each piece of information.

"Where are we?" she asked.

"I am not sure. But if I were to venture a guess... I would say... Africa." Spider Man said.

"How can you... oh!" she gasped when she turned around and saw three giant stone pyramids in the distance. "I suppose that answers that question."

"There was something else I remember - a green light!" he gasped.

"Green light? Before we were teleported?" she mused.

"Yes." he replied. "It must have been the Neogenic Recombinator."

"It struck us as well." Storm said. "The X-Men."

"Oh, Great! There's no way of knowing what could have happened to us now." Spider Man groaned with dismay.

"What do you mean?"

"The Trans-Mat System teleported us here, to Egypt. But the Recombinator could have done anything to us, genetically. It could have accelerated our powers, took them away, altered them into something different. There's no way to know what it did to us, any of us, when it fired." Spider Man mused, rubbing his head in frustration. "No way to know how it effected us... any of us... and we don't know where the others were sent to! We have to find them! We have to make sure they're okay, before..."

A pair of arms wrapped around his torso from behind, holding him tightly.

"Calm yourself." she said softly, his agitated frustration slowly departing from his body as she held him. "Beating yourself into a frenzy over what you cannot control, is pointless."

"Storm, I... I'm sorry. I just..." he started to say, only to have a hand placed upon his mouth.

"I understand." she said, stopping his ranting.

Storm then raised her hands and looked to the sky, her eyes turning pure white as a large black storm cloud appearing right over them.

_Huh. Guess that answers that question too_. He thought as he crouched down and leapt high into the air, at least 30 feet in height. When he came back down he sighed. _And answers that one_.

Storm smiled, seeing Spider Man slowly regaining his old persona. It was one of his more interesting traits, how he masked his pain with humor. Something that frustrated Logan to no end, who was as honest as possible about how he felt. Even if he seemed 'grumpy' about it. Though Spider Man still seemed distressed at their predicament.

"Okay, so... what do we do now? Head back to the mansion? The Savage Land? Maybe find a nice hotel to hold up in until the others contact us?" he asked.

Storm actually smirked at hearing that. Getting Spider Man into bed actually sounded like a good idea. She paused.

_Where had that thought come from?_ She thought.

Though she had been attracted to him for some time now, and did understand how and why Kitty and Jean liked him, she wondered why she never had the good sense to try it herself?

While she was close to several members of the X-Men, none of them were really the romantic type.

_Maybe that isn't accurate. _She thought.

Colossus was, but his heart belonged to Kitty. Gambit was a charmer yet his feelings were for Rogue. Beast, Nightcrawler, Cyclops, Iceman, Archangel... they were all like brothers to her. Even Wolverine seemed more interested in Jean than herself. To that end she wondered just where her own relationship would end up. It had never occurred to her that one of their oldest webslinging allies would actually be that solace.

The question was... would he feel the same way?

"So where do you think we should start?" Spider Man asked. "We don't have any foreign currency, or passports, and I'm not about to steal something just to survive. Maybe you could fly us back to the mansion and..." he suddenly paused when Storm lifted up his mask and kissed him softly on the lips.

His heart started racing, his eyes opened wide, his breath caught in his lungs and his entire body tensed as the beautiful African woman gently tugged on his lips with her own.

She pulled back after a couple of minutes, and the webslinger only had once response.

"Whoa."

She smiled a little, mostly to herself. At least he liked it.

"Wh-why did you do that? Not that it wasn't nice, but..."

"I... do not know. I simply felt like... kissing you." she answered.

At hearing that, Spider Man felt his heart lift. His own past relationships, especially as of late, had been of a rather disastrous nature. Then again, most of his relationships hadn't consisted of super-powered heroines.

(Black Cat didn't count since she kinda straddled the fence between heroine and thief)

"Would you feel like... doing it again?" he asked.

Storm smiled as she kissed him once more.

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(Uninhabited Island, Caribbean)

"So, where ya figure we are, Scott?" Rogue asked, looking around at the tropical beach. _And me without my swimsuit._ She thought.

"I don't know, Rogue. I just hope it's somewhere on Earth." Cyclops said trying to get his head around where they were. "We should contact the others. But... my communicator's dead." he said as the electronic device in his hands continued it's static-tone. "You're going to have to fly us out of here."

"Right." Rogue said with a mild case of disappointment.

Given the situation, she would have loved to be stranded here a bit longer with Scott. However, as she put her arm around him and jumped into the air, she came crashing back down onto the sandbar.

"Patooh!" Rogue coughed as she spit sand out of her mouth. "What in tarnation?"

"Rogue? What's wrong?" Cyclops asked as he stood up next to the southern bell, who tried to lift off into the air once more.

"I... I can't fly!" she gasped in shock.

She went over to one of the palm trees, grabbed it, and tried to yank it out of the ground.

"My strength's gone too!" she said, giving up the futile attempt.

Cyclops felt a sense of dread well up inside of himself, as he reached for his visor while turning towards the ocean.

"Scott! What Are You..." she cried.

Nothing.

"My powers are gone too!" he gasped. "What's going on?" he asked as he stared out over the ocean with his own eyes, his sight, not his usual optic blasts, touching the water.

"You mean... we've both lost our powers?" Rogue asked as she walked back up besides him.

"Apparently so. We've got to MUMPH!" he mumbled, suddenly finding himself liplocked with the attractive mutant heroine.

Or ex-mutant heroine.

Rogue pulled her lips away from Cyclops lips and smiled.

"You have no idea how long I've been waiting to do that, Scott." she said with a smile, her arms still around his neck as her body was pressed firmly against his.

A small blush actually tinted his cheeks.

A smile finally graced his lips as his arms went around her shapely waist.

"And here I thought you were only flirting with me." he said.

"That's because I thought I could never touch you without hurting you." she replied.

"Well... what do we do now? I mean... it's been a long time since Jean and I..."

"I know. But it's been forever for me." she said with a soft smile. "And call me Marie."

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(20 Miles from the White Cliffs of Dover, England)

"You know, Kurt, I am rather impressed that we are still here on Earth. The Trans-Mat System could have sent us to another planet." Beast said.

"Are you trying to make me feel lucky, or nervous at what could have happened to us?" Nightcrawler asked. "All things considered we could have ended up in Latveria."

"That does make me feel lucky." Beast said. "Though, ending up in the side show of a traveling circus in England, was not what I was expecting."

"At least they are friends, otherwise we would be in more trouble than a safe place to stay until we are able to get back to the Mansion." Nightcrawler stated.

The pair continued walking through the circus grounds trying to figure out a way to get back home, when they were stopped by a pair of individuals.

On a right was an attractive green-haired woman in a green one-piece swimsuit with a pair of octopus-like arms. On the left was another attractive brown-haired woman with a prehensile cat-tail, pointed ears, retractable claws, and whiskers in a blue two-piece swimsuit.

"Well, well, well. Kurt Wagner. It's been a long time." the octopus-armed woman said with a seductive smirk.

"Octavia Rainsmith." Kurt said with a bow.

"And who's your cute friend?" the cat-woman asked.

"This is Hank McCoy. _Doktor_ Hank McCoy." Kurt said, slapping his friend on the back.

"Oh? And what are you a Doktor of?" the cat-woman asked.

"I have degrees in bio-chemistry, biophysics, genetics and basic field medicine, amongst other fields of science." the blue-furred X-Man said.

"_Numerous_ fields of science." Kurt said with a grin.

"Genetics? So you could help me with a little problem I've been having." the cat-woman said.

"Problem?" Beast asked.

"Well, I've been studying other cats in the world. Lions, Leopards, Tigers, Cheetahs. And I think something might be wrong with me." she said.

"Oh. Really? Well, I'd be willing to assist you with any problem you might have." he said.

"The name's Catsy, by the way." the cat-woman said as she linked arms with the blue-furred X-Man.

The pair walk off as Kurt just grinned, seeing Catsy's tail twitch rather excitedly. He knew what she was thinking and hoping for.

Suddenly, a pair of tentacle arms wrapped around Kurt from behind.

"And where do you think you're going, handsome?" Octavia purred into his blue, pointed ears.

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Authors Notes:

I'm sorry this took so long to get updated. But as most people know I've got a lot of stories to update. Also, I was planning on having more X-Men interactions, but I'm saving the others for the next chapter. Next chapter will have a lemon. Let me know who you want to go first! And just so everyone knows, the island that Cyclops and Rogue are on is the same one 'Captain' Jack Sparrow and Elizabeth Swann were marooned on in the first _Pirate_ movie.

Also, the next chapter will also have interactions between Colossus and Shadowcat, and Wolverine and Phoenix.


End file.
